CONSULTING, REVIEWING REAL ESTATE LEASE AGREEMENT

Matter In Brief:

QA Joint Stock Company (hereinafter referred to as “QA”) and ST Joint Stock Company (hereinafter referred to as “ST”) are preparing to negotiate and execute a Lease Agreement for the right to use land, ownership of residential buildings and other attached assets at GPF Tower (hereinafter referred to as the “Leased Property”) for the purpose of conducting a food and beverage business. QA is the Lessee, and ST is the Lessor. QA has provided TAPHALAW with the draft Lease Agreement and its Annex, as supplied by ST.

Client’s Request:

QA requests that TAPHALAW’s attorneys review, examine, and provide legal advice on the draft Lease Agreement and its Annex, with the aim of ensuring that the Agreement is legally binding and minimizing the potential for disputes during the performance of the Agreement by the parties.

Attorney’s Work Performed:

• The Attorney has clarified the Client’s objectives in the aforementioned transaction. Based on this, the Attorney has identified the specific commercial requirements and desired outcomes of the Client in relation to the transaction. Subsequently, the Attorney has conducted a thorough review of the applicable laws and regulations governing real estate leasing activities, as well as the standardized contract forms commonly used in real estate transactions. Drawing upon the Attorney’s experience in resolving contract disputes arising from similar transactions, the TAPHALAW’s Attorneys have provided the Client with a detailed advisory on the potential risks that the Client may encounter in entering into and performing the lease agreement.
• Upon receipt of the preliminary advisory report, the Client requested TAPHALAW to prepare a detailed report proposing necessary amendments and additions to the draft agreement, along with the rationale for such modifications, with a view to protecting the Client’s interests as the Lessee.
• After reviewing the detailed proposal, the Client requested TAPHALAW to organize an online meeting between the parties to discuss the proposed amendments, focusing on clarifying the solutions provided by TAPHALAW’s Attorneys regarding the establishment of a contractual performance process to monitor the Lessor’s primary obligations, as well as incorporating security measures to mitigate the Client’s risk arising from the Lessor’s non-performance; concurrently, the parties considered various remedies for the Lessor’s breach of contract.
• Following the meeting, TAPHALAW’s Attorneys assisted the Client in finalizing the draft agreement for submission to the Lessor to facilitate further negotiations prior to execution.

Consultation Outcome:

Following negotiations with the participation of TAPHALAW’s Attorneys, the client, QA, has successfully executed a property lease agreement with ST. The agreement reflects a clear, transparent, and mutually agreed-upon understanding of each party’s intentions. Throughout the negotiation process and review of the draft agreement prior to execution, TAPHALAW’s Attorneys assisted the client in identifying several potential risks and proposed necessary solutions to mitigate these risks. Notably, the attorneys helped QA achieve its four primary objectives: (i) ensuring the leased property is suitable for its intended business use; (ii) guaranteeing the safe and uninterrupted use of the leased property for the entire lease term; (iii) minimizing the occurrence of additional costs beyond the agreed-upon rent and service fees; and (iv) avoiding any disadvantageous terms regarding the termination of the lease, return of the leased property, and recovery of the security deposit paid to the Lessor.